Nabors defends two board members targeted by proxy advisers

Nabors Industries defended the records of two directors, saying shareholders should ignore recommendations from two proxy advisers that they be voted off the board at the next election.

Institutional Shareholder Services Inc. said May 21 in a letter to clients that shareholders for Hamilton, Bermuda-based Nabors should withhold votes against six of the seven board members up for election, while Glass Lewis & Co. suggested the same for three of the directors on May 18.

ISS refused last year to accept the resignations of John Lombardi and John Yearwood, despite them receiving less than 48 percent of shareholder votes cast at the annual meeting, saying it would be counterproductive.

“The board’s decision to decline the resignation of the two directors last year was rooted in the quality of the individuals and the fact that they have both been agents of change in the recent governance enhancements, the extent of which may not have been fully apparent to shareholders,” Nabors said today in a letter to shareholders. “The board deemed it counterproductive to remove those directors.”

Shareholders should withhold votes on Lombardi, Yearwood and Michael C. Linn because of “ongoing compensation concerns,” Glass Lewis said in its proxy paper for investors.

Nabors CEO Anthony Petrello, who is based in Houston, made $68.2 million last year in total compensation, more than triple what he made in 2012, according to data compiled by Bloomberg.

Petrello’s compensation last year included a one-time settlement payment as he signed a new contract that “translates into materially reduced forward annual compensation,” Nabors, the world’s largest land-rig contractor, said in the letter.